Five9 (FIVN) Form 4: Tax-withholding RSU Sales by SVP Mansharamani

Rhea-AI Filing Summary

Leena Mansharamani, SVP and Chief Accounting Officer of Five9, Inc. (FIVN), reported three sales of common stock executed on 09/04/2025 to cover tax withholding on vested restricted stock units. The Form 4 shows disposals of 632, 1,214, and 1,123 shares at weighted-average prices of $25.72, $25.66, and $26.14 respectively. These transactions reduced the reporting person’s beneficial ownership from 43,859 shares to 41,522 shares. The filing states the sales were mandated by the issuer for tax withholding and that the 1,214- and 1,123-share sales were effected under a Rule 10b5-1 trading plan adopted December 10, 2024. The filer offers to provide detailed per-price breakdowns on request.

Insights

Financial Analyst

TL;DR: Routine tax-withholding sales under a 10b5-1 plan reduced insider holdings by 2,969 shares; not a discretionary sell signal.

The filing documents three mandated sales totaling 2,969 shares on 09/04/2025 with weighted-average prices between $25.66 and $26.14. Because two of the sales were executed under a Rule 10b5-1 plan and the transactions are described as sales to cover tax withholding on RSU vesting, these moves are operational rather than discretionary. For investors, the key data points are the share counts, the weighted-average prices, and the net decrease in beneficial ownership from 43,859 to 41,522. No additional financial metrics or company performance data are provided in the filing.

Corporate Governance Expert

TL;DR: Disclosure aligns with governance best practices—use of 10b5-1 plan and willingness to provide detailed price breakdowns improves transparency.

The report clearly states the nature of the transactions: issuer-mandated sales for tax withholding and transactions under a Rule 10b5-1 plan adopted on December 10, 2024. The filer documents weighted-average prices and offers to provide a per-price breakdown upon request, which supports robust disclosure practices. There is no indication of other insider transactions or conflicting trading activity in this filing. Materiality is limited to the reduction of beneficial ownership by 2,969 shares.

Insider Trade Summary

Net Seller: 2,969 shares ($76,762)

Net Sell 3 txns

Insider Mansharamani Leena

Role SVP, Chief Accounting Officer

Sold 2,969 shs ($77K)

Type	Security	Shares	Price	Value
Sale	Common Stock	632	$25.72	$16K
Sale	Common Stock	1,214	$25.66	$31K
Sale	Common Stock	1,123	$26.14	$29K

Holdings After Transaction: Common Stock — 43,859 shares (Direct)

Footnotes (1)

1. The sale reported on this form represents a Five9, Inc. mandated sale by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units, and it does not represent a discretionary trade by the Reporting Person. The price reported in Column 4 is a weighted average price applied to the transaction by the broker for sales to cover taxes upon vesting of restricted stock units for all employees of Five9, Inc., including the Reporting Person, on the date such sales occurred. The Reporting Person undertakes to provide Five9, Inc., any security holder of Five9, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 10, 2024. The reported sale was to cover taxes upon the vesting of restricted stock units. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.29 to $25.99, inclusive. The reporting person undertakes to provide Five9, Inc., any security holder of Five9, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.99 to $26.34, inclusive. The reporting person undertakes to provide Five9, Inc., any security holder of Five9, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Mansharamani Leena

(Last) (First) (Middle)

C/O FIVE9, INC.

3001 BISHOP DR., STE. #350

(Street)

SAN RAMON CA 94583

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Five9, Inc. [ FIVN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/04/2025		S		632(1)	D	$25.72(2)	43,859	D
Common Stock	09/04/2025		S		1,214(3)(4)	D	$25.66(5)	42,645	D
Common Stock	09/04/2025		S		1,123(3)	D	$26.14(6)	41,522	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The sale reported on this form represents a Five9, Inc. mandated sale by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units, and it does not represent a discretionary trade by the Reporting Person.

2. The price reported in Column 4 is a weighted average price applied to the transaction by the broker for sales to cover taxes upon vesting of restricted stock units for all employees of Five9, Inc., including the Reporting Person, on the date such sales occurred. The Reporting Person undertakes to provide Five9, Inc., any security holder of Five9, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.

3. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 10, 2024.

4. The reported sale was to cover taxes upon the vesting of restricted stock units.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.29 to $25.99, inclusive. The reporting person undertakes to provide Five9, Inc., any security holder of Five9, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.99 to $26.34, inclusive. The reporting person undertakes to provide Five9, Inc., any security holder of Five9, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

Remarks:

	/s/ Tiffany Meriweather, Attorney in Fact	09/08/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Five9 (FIVN) insider Leena Mansharamani sell on 09/04/2025?

She sold a total of 2,969 shares in three transactions (632, 1,214, and 1,123 shares) to cover tax withholding on vested RSUs.

Were the sales discretionary trades by the insider?

No. The filing states the 1,214- and 1,123-share sales were effected under a Rule 10b5-1 trading plan and the transactions were mandated by Five9 to cover tax withholding.

At what prices were the shares sold?

The weighted-average prices reported are $25.72, $25.66, and $26.14 for the respective transactions; footnotes indicate sales occurred within $25.29–$26.34 ranges.

How did these transactions change the insider’s holdings?

Beneficial ownership declined from 43,859 shares to 41,522 shares following the reported transactions.

When was the 10b5-1 plan adopted?

The filing states the reporting person adopted the Rule 10b5-1 plan on December 10, 2024.